How to sell a veterinary practice
To sell a veterinary practice, first choose the kind of buyer: an associate, an outside veterinarian, a corporate group or a private equity-backed group, because the buyer decides how you are paid and how long you keep practicing. Then recast your books so profit carries a fair salary for every doctor and fair rent, set a price a buyer's lender will support, and plan the registrations that do not simply pass to a buyer: DEA, premises permit and X-ray. AmeriVet, a group that buys practices, says a sale to a consolidator takes at least six to eight months, and finding an outside veterinarian can take years.
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This page is general information about how veterinary practice sales work, not legal, tax or financing advice. VetFirm Sales does not buy veterinary practices. Ownership, premises permit and medical record rules are set state by state, controlled-substance rules are both federal and state, and all of them change, so confirm how they apply to your sale with your attorney, your CPA and the buyer's lender.
1. Who buys veterinary practices, and which buyer fits you?
Four kinds of buyer take veterinary practices: one of your associates, a veterinarian from outside the practice, a corporate group and a group backed by private equity. VetFirm Sales is not one of them. A veterinarian buyer using an SBA 7(a) loan works under SBA rules; a corporate or private equity group writes its own terms.
Veterinarian buyer or corporate group: how the deal can look
| Veterinarian buyer (SBA 7(a)) | Corporate or private equity group | |
|---|---|---|
| Paid with | Bank loan plus buyer equity (10%+ if outside buyer) | Cash plus stock, notes or rollover equity |
| Paid later | Seller note; no earn-out allowed | Earn-out or holdback |
| Your role after | Outside buyer: consultant only, 24 mo max | Employment agreement, often for years |
| Real estate | If you own it, typically sold too | Usually leased, not bought |
| Noncompete | Set by state law | Usually in the employment agreement |
Selling to your associate
An associate already knows your clients, their animals and your team. In AVMA's 2022 Economic State of the Veterinary Profession report, 35% of veterinarians who did not own a practice said they wanted to buy or co-own one, including 36% of associates; that is stated interest, not the ability to pay.
If you are the only owner and you sell 100% to an associate employed by the practice for at least the 24 months before the loan application, SBA SOP 50 10 8.1 lets the lender finance it as an Existing Owner Buyout. For owner buyouts the lender may reduce or eliminate the 10% equity injection if the buyer has enough liquidity and working capital. The SOP says “employed” and does not say whether an associate paid as an independent contractor counts, so ask the lender before you plan around it.
Check citizenship early. Under the same SOP, every owner and SBA-required guarantor of the buying business must be a U.S. citizen or U.S. national living in the United States, and lawful permanent residents are listed as ineligible. So an associate with a green card cannot buy you out with a 7(a) loan. The guide to selling to an associate or another veterinarian covers buy-ins and seller notes.
Selling to an outside veterinarian
Finding a veterinarian from outside the practice can take years. AAHA's Trends magazine reported in July 2024, citing Win Lippincott of Ackerman Group, that for one- and two-doctor practices a sale to another practitioner can take years, depending on location. “It's incredibly reliant on geography,” he said.
If that buyer uses a 7(a) loan, the sale is an Initial Acquisition. The buyer puts in at least 10% of total project cost, which the lender cannot reduce or waive. Earn-outs are prohibited, and you may not stay on as an officer, director, stockholder or employee, though the practice may contract with you as a consultant for up to 24 months in total. The SOP never mentions veterinarians and does not say whether consulting can include seeing patients, so confirm any work-back with the lender and your attorney before you promise clients you will stay.
Selling to a corporate group
In late 2020 the AVMA put large consolidators and national group practices at less than 25% of U.S. veterinary practices. Some are very large: Mars Veterinary Health says its Banfield brand has 1,000 hospitals and clinics in the U.S., Mexico and Canada and its VCA brand more than 1,000 in the U.S., Canada and Japan, and NVA describes a network of 1,000 general practice hospitals (both as stated on their websites in October 2026).
Simmons & Associates, an appraisal and brokerage firm, said in mid-2024 that the ideal corporate target grosses over $1.5 million, has at least three FTE veterinarians and sits in a desirable suburban area. A 2024 presentation by the law firm Mandelbaum Barrett put average corporate targets at three or more doctors grossing $1.5 million or more, and said practices with specialty services or emergency care draw more buyer interest.
Veterinary sale attorneys Peter Tanella and Eileen Funnell wrote in Today's Veterinary Business in 2024 that corporate buyers generally no longer offer simple cash deals but a mix of cash, equity, promissory notes and earn-outs. Unless you retire at closing, they wrote, the buyer will most likely require an employment agreement setting how long you stay and how many clinical hours you work, usually with a noncompete clause.
VCA's annual report for 2016, filed while Mars's purchase was pending, shows the same pattern in data now about ten years old: of $373.0 million in total consideration for the independent animal hospitals and laboratories it bought that year, not counting the CAPNA chain, $9.5 million was holdbacks, which VCA described as security for the sellers' indemnification typically payable within 12 months, and $7.3 million was earn-outs. The guide to selling a veterinary practice to a corporate buyer takes an offer apart line by line.
Selling to a private equity-backed group
Investment firms have bought into several of the groups that buy practices. TSG Consumer Partners bought a majority stake in Pathway Vet Alliance in April 2020, Gryphon Investors made a majority investment in Heartland Veterinary Partners in December 2019, and KKR agreed in December 2017 to acquire PetVet Care Centers.
Expect part of the price in equity. Mandelbaum Barrett's 2024 presentation said corporate buyers typically require the seller to take part of the price as rollover equity. AAHA's Trends magazine reported in July 2024 that consolidators offer earn-outs, cash plus stock in the parent company, and joint ventures in which the consolidator buys more than 51% but less than 90% of the practice, and that potential equity gains are more likely if the private equity group later recapitalizes. In our view, treat rollover equity as a stake whose value depends on that later sale, not as cash at the figure in the offer.
2. Recast your books so a buyer sees the real profit
Simmons & Associates' appraisers and the law firm Mandelbaum Barrett both measure profit after a fair-market salary for every doctor, you included, and fair-market rent for the building, not the net income on your tax return. Simmons' appraisers describe recasting the tax returns: the owner's salary moves up or down to fair market, and owner pay and rent are treated as operating costs.
Their worked example, labeled as assumptions for a $1,000,000 practice, pays the owner‑doctor 22% of personal production plus 3% of gross for management, and rent at 8% of the building's value. Mandelbaum Barrett's 2024 presentation uses rent of 8% to 10% of building value and owner and doctor salaries of 20% of production. The right rates for your market, species mix and role are what the buyer's appraiser will test.
Know which earnings figure you quote. Many accountants and appraisers distinguish EBITDA from “adjusted net cash flow”, the amount an owner can take out for personal use, according to Simmons' Doyle Watson, DVM. A multiple quoted on EBITDA cannot be applied to cash flow without overstating the value, which is why the page on what a practice is worth keeps them apart.
Then gather what a corporate buyer will ask for. Tanella and Funnell list what a consolidator's due diligence typically requests:
- historical financial statements and business tax returns
- cash-flow breakdowns and detailed revenue and expense data
- accounts receivable, accounts payable and inventory reports
- corporate documents, licenses, permits and contracts
- pending legal matters, insurance policies and employee benefit plans
Their list does not name reports from your practice-management software, production by veterinarian or active client counts. Pull them anyway, and write down how each is defined. Practices count active clients differently: writing in dvm360 in 2015, the executive director of the Veterinary Hospital Managers Association called a client with a transaction in the last 12 months the industry standard, while many surveyed members used a window of 18 months or longer. State the window behind any count you hand over.
For a rough comparison, AVMA News reported that the average U.S. practice had 2.76 FTE veterinarians and $554,982 of gross revenue per FTE veterinarian in 2024, from AVMA's 2025 practice owners survey. Those are averages across practice types; they help you explain your numbers but do not set a price.
If an outside buyer or another practice uses an SBA loan (an Initial Acquisition or Business Expansion) and the business price is $3 million or more, not counting owner-occupied real estate, the lender must also get an independent quality of earnings report with a cash proof covering the trailing 12 months and the last two fiscal years; an associate's Owner Buyout is exempt. Before anyone looks, make sure the revenue in your practice-management reports ties to your bank deposits and to the gross receipts on your returns.
3. Get a valuation the buyer's lender will support
Start with the published ranges on what a veterinary practice is worth, which sets out the multiples by buyer type with their sources and dates. Then request a free valuation of your practice built on your own numbers, or estimate a range first.
Simmons & Associates says there is no general rule of thumb for practice value. Its appraisers say buyers pay for income rather than equipment, so extra or very expensive equipment does not raise the value, and that a multi-doctor practice whose associates stay after the sale is worth more than a solo practice whose seller leaves at closing. They also say corporate consolidators price practices on “investment value” rather than fair market value. In our reading, that is why a corporate offer and a private buyer's offer for the same practice can differ.
With an SBA loan, the lender's valuation caps what the buyer can borrow. Under SOP 50 10 8.1, the lender must order its own valuation from an independent, accredited appraiser (ASA, CBA, ABV, CVA or BCA) and may not use one prepared for you or for the buyer; for a business price of $350,000 or less it may value the practice itself. Total debt, including any seller note not on full standby, cannot exceed that valuation, and any price above it must be covered by equity.
The practice also has to carry the new debt on its record. SBA requires debt service coverage of at least 1.25:1 for an Initial Acquisition or Owner Buyout, measured on the last fiscal year or the average of the last two, and the lender may not rely on projections to meet it. If you own the building, the business valuation leaves out the owner-occupied real estate, which is appraised separately (step 8).
4. Share your numbers under an NDA, then sign a letter of intent
Keep the sale quiet, inside the hospital and among the practices that refer to you, until a buyer has signed a non-disclosure agreement. Mission Pet Health, a group that buys hospitals, asks sellers to sign an NDA before sending financial information, and says it typically gives a hospital valuation within 30 to 45 days of having everything it asked for. In our view, client lists, staff pay and medical records can wait until a letter of intent is signed.
The letter of intent sets the price and structure before the expensive work starts. AmeriVet, a group that acquires practices, says on its blog that the LOI is not an official contract but bars you from discussing the deal with others. Tanella and Funnell wrote in December 2023 that exclusivity is often the only potentially binding term in a consolidator's LOI, that many sales sign and close the same day so either side can walk away until then, and that more buyers had been walking away late in deals; they recommend negotiating a breakup fee.
Settle these in the letter, not after it:
- Cash at closing, and everything paid later. One small buyer, Inspire Veterinary Partners, paid for a Pennsylvania hospital in November 2023 with $800,000 in cash, $400,000 in restricted stock and a $200,000 cash holdback that may be paid after two years, depending on the two selling veterinarians' continued employment and revenue targets; it bought the real estate separately for $590,000. Its annual report for 2023 raised substantial doubt about its ability to continue as a going concern, which shows one risk in taking part of a price in a buyer's stock.
- Your employment. How long you stay, how many clinical hours you work and what happens if the buyer ends the arrangement early.
- The noncompete. Its radius, its length and whether its clock starts at closing or when your employment ends (below).
- The real estate and the lease (step 8), and receivables and inventory (step 9).
Noncompetes after the FTC rule
The FTC's nationwide noncompete rule never took effect: a federal court stopped enforcement on August 20, 2024, the FTC moved to dismiss its appeal on September 5, 2025, and it removed the rule from the Code of Federal Regulations on February 12, 2026. State law now governs, and the FTC still brings cases one at a time: in November 2025 it finalized an order requiring Gateway Services, a pet cremation company that serves veterinary clinics, to stop enforcing noncompetes against its employees.
State noncompete rules that touch veterinary sales
| State | Rule |
|---|---|
| Maryland | Veterinarian and technician employment contracts: void. Sale covenants: not addressed |
| Utah | Veterinarian noncompetes from 5/6/2026: void unless 5%+ owner. Nonsolicits: void |
| California | Employee: void. Seller of goodwill or all ownership: area covenant allowed |
| Minnesota | Employee or contractor (from 7/1/2023): void. Sale of business: reasonable limits allowed |
Utah's sale-of-business exception names other kinds of noncompete and not a veterinarian noncompete, so whether it protects a selling veterinarian's covenant is untested. In California, an unpublished December 2023 appeals decision, which cannot be cited as precedent there, affirmed a preliminary injunction barring a veterinarian who had sold her clinic to a national veterinary hospital company from practicing next door. Her covenant covered companion animal practice within 20 miles and ran until the later of five years after the agreement or five years after her last day employed at the clinic. A clock tied to your last day of employment can run long after closing.
5. Get through due diligence
Due diligence is where the buyer tests everything in steps 2 and 3. With a consolidator, Tanella and Funnell say, it typically includes a quality-of-earnings analysis by the buyer's accountants and the documents listed in step 2. With an SBA buyer, the lender orders its own independent valuation and, for an Initial Acquisition or Business Expansion at $3 million or more, a quality of earnings report that may not be prepared by or for you. The lender must also document that the ownership structure meets your state's requirements for a professionally licensed business.
If you own an emergency or specialty hospital, check whether the buyer is under an FTC order. FTC orders from 2022 require JAB Consumer Partners, the parent of NVA, for 10 years to get FTC approval before buying a specialty or emergency clinic within 25 miles of a JAB clinic in California or Texas (and, under its Ethos order, in Colorado, D.C., Maryland and Virginia); check the orders' current status before you rely on them. JAB must also give the FTC 30 days' written notice before buying such a clinic within 25 miles of one of its own anywhere in the U.S. when the deal is not otherwise reportable under the Hart-Scott-Rodino Act. Under an earlier 2020 order, the FTC reported, NVA filed an advance notice for a later purchase and abandoned it after FTC staff raised competition concerns. The guide to selling an emergency or specialty hospital covers these orders.
Several states require advance notice of health care transactions. New York's guidance does not mention veterinary practices; Washington's law is written for health care providers, turns on contracting with health insurance carriers and is untested for veterinary groups; Oregon's law and guidance do not mention veterinary practices; and California's notice law is written for human health care providers, with a provider list that does not name them. Have counsel for a larger group sale check each state you operate in.
6. Line up the buyer's financing: SBA 7(a) under SOP 50 10 8.1
If your buyer is an associate or another veterinarian, ask early how they will pay. Our analysis of SBA's 7(a) loan data, as of June 30, 2026, counts 312 non-cancelled loans totaling about $421.4 million to veterinary services businesses approved in fiscal year 2025, with a median loan of $618,500; those loans cover every purpose, not only practice purchases.
The rules below are from SOP 50 10 8.1, which applies to applications given an SBA loan number on or after October 1, 2026; applications submitted through September 30, 2026 stay under SOP 50 10 8.0, and the lender confirms which version governs a file in process (SBA Information Notice 5000-880695).
SBA 7(a) rules for a practice sale
| Term | SBA rule |
|---|---|
| Largest loan | $5 million, counting the buyer's affiliates |
| Buyer's equity | 10%+ of total project cost; no waiver |
| Seller note as equity | Full standby only; up to half the required equity |
| Earn-outs | Not allowed |
| You staying on | Consultant only, up to 24 months in total |
| Debt cap | The lender's independent valuation |
| Cash flow | 1.25:1 debt service coverage, no projections |
| Quality of earnings | Required at a $3M+ price, excluding real estate |
| Amortization | Business up to 10 years; real estate up to 25 |
| Associate buyout | Sole owner sells 100% to a 24+ month employee: equity may be reduced |
| Partial sale | Keeping under 20%: guarantee the full loan 2+ years |
| Owners | U.S. citizens or nationals living in the U.S. |
A standby note is money you wait for. To count as the buyer's equity it must be subordinated to the lender with no principal or interest paid for the life of the 7(a) loan, so it waits behind the bank. A seller note becomes eligible for refinancing with a 7(a) loan only after it has been in place and current, not on standby, for at least 36 months after the sale.
If you want to sell in stages, a 7(a) loan can fund a partial sale in which you stay as an owner or employee; if you keep less than 20%, you must guarantee the full loan for at least two years after final disbursement. If the buyer is an existing practice that has operated at least two full fiscal years under its current owners and buys 100% of yours, the deal may be a Business Expansion, with a 1.15:1 coverage minimum and an equity requirement the lender may reduce.
SBA's size standard for Veterinary Services (NAICS 541940) is $10.0 million in average annual receipts, and in an acquisition the buyer and your practice are measured together with the buyer's affiliates. In our reading, a large group whose receipts already exceed that standard generally cannot use a 7(a) loan to buy your practice unless it meets SBA's alternative size standard.
7. Plan the registrations and records that do not pass on their own
Your DEA registration, your state controlled-substance registration, your premises permit and your X-ray registrations are issued to you or your entity, and in the rules below none of them simply passes to a buyer. Start early, because several filings fall due before closing.
Who may own the practice
Ownership rules decide who can buy. Texas bars an entity not owned entirely by Texas-licensed veterinarians from engaging in veterinary medicine. New York bars business corporations other than professional service corporations from providing veterinary services. Florida expressly lets a non-veterinarian own and operate a veterinary establishment with a premises permit and a designated supervising veterinarian. See who can own a veterinary practice for more states.
DEA registration
Under 21 CFR 1301.52, a DEA registration ends when the registrant discontinues the practice and cannot be assigned or transferred to a buyer except with DEA's written consent. A buyer required to be registered may not handle controlled substances until DEA grants its application, so in our reading the buying veterinarian or entity should apply for its own registration for your address well before closing. To move your controlled-substance stock to the buyer:
- Send written notice to the local DEA Special Agent in Charge at least 14 days before the transfer, in person or by registered or certified mail, naming both parties and the transfer date; the Special Agent in Charge may waive the 14 days.
- Take a complete inventory on the transfer day; it is your final inventory and the buyer's initial one, and Schedule II drugs move on DEA Form 222 or its electronic equivalent.
- Count opened Schedule II containers exactly; opened Schedule III to V containers may be estimated unless a container holds more than 1,000 tablets or capsules.
- Hand over the records: you stay responsible for their accuracy before the transfer date and the buyer for keeping them, for at least two years.
Each principal place of practice where controlled substances are dispensed needs its own registration, so a group with several hospitals generally needs one per site. A registered veterinarian may still carry and dispense controlled substances at other sites, such as farm calls, in a state where they are licensed, as long as the site is not a principal place of practice.
State controlled-substance registrations
Some states add their own registration. Indiana's licensing agency says practitioners need a state Controlled Substance Registration for each location where a practitioner administers, stores or dispenses controlled substances, unless working under a facility's registration, and practitioners may apply for DEA registration once it is issued, so there the state step comes first. Ask your state's licensing agency which steps apply to you.
Premises permits
What a change of owner does to a premises permit
| State | On a change of owner |
|---|---|
| California | Nontransferable; notify the board within 30 days after |
| Arizona | License cancelled; surrender it within 20 days |
| North Carolina | Notice 20 business days before; inspection before practice |
| Missouri | Return the permit within 30 days; new permit before services |
| Ohio | Lay-controlled facility license: notify within 30 days |
Arizona's board issues an initial license within 90 days of an application or reports deficiencies, and services may be performed while it is pending once the fee is paid. Florida requires a premises permit naming the owners and the responsible veterinarian, and its statute does not say whether a permit transfers on a sale. In Virginia, a change of veterinarian-in-charge voids the establishment's registration and a new application is due five days before the change.
If you are the named manager on the permit, plan your replacement. California requires a licensee manager on every registered premises; if the manager stops being responsible and no substitute is approved, the board must deny, suspend or revoke the registration.
X-ray registrations
- Ohio: registrations are not transferable; a new owner must apply for and receive its own, at least 30 days before handling the equipment.
- Pennsylvania: the owner registers a machine within 30 days of acquiring it and notifies the Department of Environmental Protection within 30 days of a change in owner.
- Texas: a registration cannot be transferred without written authorization from the Department of State Health Services, so contact it about the ownership change.
- Minnesota: the new owner must be registered before operating the X-ray equipment and must keep the previous owner's equipment-evaluation and shielding records.
Medical records and client notice
Who owns veterinary records, how long they are kept and how clients are told are set by each state's rules:
Who owns veterinary records, and for how long
| State | Owner | Keep for |
|---|---|---|
| Ohio | The hospital or practice proprietor | 3+ years after last visit |
| Pennsylvania | The facility | 3+ years after last treatment |
| Kentucky | The client; the practice is custodian | 5 years after last encounter |
- Pennsylvania requires written notice to clients at least 30 days before a planned retirement or practice closing, saying how to get records and naming any buyer; if no notice was given, the successor must notify clients within 60 days. A departing salaried veterinarian may not copy or take records without the owner's consent.
- Florida treats a veterinarian to whom records are transferred as a records owner. An owner who is terminating practice, retiring or relocating and will no longer be available to patients must notify clients by newspaper advertisement or in writing, offer copies and tell the board who holds the records.
The federal definition the FDA uses ties a valid veterinarian-client-patient relationship to a veterinarian who has recently seen the animals and is personally acquainted with their keeping and care. Kentucky lets a VCPR extend to another Kentucky-licensed veterinarian employed in the same registered facility who knows the case from the record. Neither says what happens to existing relationships when the practice changes hands, so ask counsel in your state before you leave.
8. Settle your staff, associates, the lease and the real estate
Staff and associates
A buyer wants the team to stay. AmeriVet, for one, lists staff committing in writing to stay among possible closing conditions. Replacing people has been slow: in a 2022 AAHA survey it took an average of more than 15 months to fill a vacant associate veterinarian role and almost 13 months to fill a credentialed technician role. In AAHA's 2023 retention survey, about 30% of veterinary professionals in clinical practice said they planned to leave their jobs. Agree with the buyer how and when your associates, technicians and client service team hear, and what each person is offered.
In some states, associates are harder to bind with a noncompete. Maryland voids noncompetes in employment contracts with licensed veterinarians and technicians, and Utah voids veterinarian noncompetes signed from May 6, 2026 unless the veterinarian owns at least 5%. AAHA's Trends magazine reported that some consolidators offer associates equity or buy-in options. Prepare a list of each associate's start date, how they are paid, whether they are employees or contractors and what covenants they signed; the employee question also decides the SBA associate buyout in step 1.
The lease and the real estate
Many owners hold the building separately. Among owners responding to AVMA's 2024 practice owners survey, 54.9% held the practice in one legal entity and the land and building in another, 24.7% owned the practice but not the property, and 19.3% held both in one entity.
Simmons & Associates says that in a private sale the real estate is typically sold with the practice, while corporate investors typically do not buy it. Mandelbaum Barrett said most corporate buyers require a fair-market lease whose rent is deducted from EBITDA and confirmed by a rent appraisal. So the rent you set as landlord comes out of the practice price. Simmons' Doyle Watson puts a fair-market return at about 7% to 10% of the property's value under a triple-net, arm's-length lease, and warns that rent eats into earnings when the property's value approaches the practice's revenue.
Keeping the building is one option: when Heartland Veterinary Partners bought Family Vet Group, a multi-site group, in July 2022, the sellers' family ownership group kept the real estate and agreed to act as Heartland's real estate partner. If you rent, AmeriVet lists bringing the lease up to date as a possible closing condition, so ask your landlord about assignment before you sign a letter of intent. With an SBA buyer, real estate bought in the same deal can be amortized over up to 25 years, against 10 for the business.
9. Close and file Form 8594
When a group of assets that makes up a business is sold, the IRS says the buyer and the seller generally must each file Form 8594 with their income tax returns, and penalties can apply if a correct form is not filed on time without reasonable cause. If you and the buyer agree in writing on the allocation, section 1060 binds you both unless the IRS determines it is not appropriate.
The form follows the residual method: cash first, then the asset classes in order, with furniture, fixtures, vehicles and equipment generally in Class V, a noncompete in Class VI, and goodwill and going concern value in Class VII taking whatever is left. Line 6 asks whether the buyer also signed a noncompete, employment, lease or management agreement with you, and its maximum consideration; if the consideration later rises or falls, a new Form 8594 with a supplemental statement is filed for each year it changes. With a corporate buyer, that means your employment agreement and your lease are disclosed on the same form as the price.
On closing day, take the DEA inventory (step 7) and settle two money items. For receivables, Tanella lists three common approaches: you keep them and the buyer collects as a courtesy or for a fee; you collect and keep them; or the buyer pays a negotiated amount and collects them. For inventory, Simmons' Watson describes the price in a fair market value appraisal and sale as including the working equipment, a reasonable going-concern amount of drug and supply inventory, and the goodwill. Count the drugs, food and retail stock that day so the purchase agreement can adjust for any difference.
Deadlines around a veterinary practice closing
| Filing | Deadline |
|---|---|
| DEA transfer notice | 14+ days before, unless waived |
| DEA inventory | On the transfer day |
| North Carolina facility notice | 20+ business days before |
| Pennsylvania client letters | 30+ days before retiring or closing |
| Ohio X-ray (new owner) | Apply 30+ days before handling |
| Virginia new veterinarian-in-charge | 5 days before the change |
| California premises | Within 30 days after |
| Arizona premises license | Surrender within 20 days |
| Missouri facility permit | Return within 30 days |
| Pennsylvania X-ray | Within 30 days of the change |
10. How is a veterinary practice sale taxed? Questions for your CPA
This is general federal information, not tax advice, and it leaves out state tax. These questions change what you keep, so raise them with your CPA before you sign a letter of intent.
Am I selling assets or the entity? The IRS says selling a business is usually treated as a sale of each of its assets separately, with gain or loss figured asset by asset, while an owner who sells the stock of a corporation instead usually realizes capital gain or loss.
In Census data reported by the AVMA, corporations, including owner-run S‑corporations, remain the largest legal form for practices, and individual proprietorships fell to 9.9% of practices in 2022. Whether a buyer can take your shares also depends on your state's ownership rules (step 7).
- How will the price be allocated? The Form 8594 classes in step 9 are tax categories, not how a buyer values the practice, and each is taxed differently. The buyer amortizes purchased goodwill, customer-based intangibles and a noncompete over 15 years, which is the buyer's side of the question; ask your CPA how each class is taxed to you.
- How much depreciation recapture is in my equipment? The IRS treats gain on depreciated equipment as ordinary income, not capital gain, up to the depreciation and amortization allowed or allowable on it; only gain above that is section 1231 gain. By our application of that rule, it covers imaging, anesthesia, surgical, laboratory and dental units, and the amount turns on the price allocated to them.
- If I carry a note, can I report the gain as I am paid? Possibly: a sale is an installment sale when at least one payment arrives after the year of sale, but depreciation recapture is reported in full in the year of sale, and inventory cannot use the installment method (IRS Publication 537). Our inference from those rules: on an SBA full-standby note, you could owe tax on equipment recapture for the year of closing long before the note pays anything.
Do I have personal goodwill? In Howard v. United States (9th Cir. 2011, an unpublished memorandum that is not precedent), a dentist who practiced through his own professional corporation under an employment contract and a noncompete with it could not treat the goodwill from selling his practice as his personal asset. No veterinary case on the point turned up in our research.
By contrast, in Martin Ice Cream Co. v. Commissioner (Tax Court, 1998), a case about an ice cream distributor, a shareholder's personal customer relationships were not his corporation's assets because he never signed a noncompete or even an employment agreement with it. If you own your practice through a corporation, ask your CPA and attorney whether the agreements you signed with it bear on your sale.
- How is equity in the buyer taxed? If part of the price comes as stock or rollover equity, ask how and when it is taxed; none of the IRS pages cited here answers that for a particular deal.
What changes for mixed, large-animal and equine practices?
The pool of buyers is smaller. The AVMA counted 5,909 veterinarians in mixed practice, 4,144 in equine practice and 3,285 in food animal practice in 2025, against 75,136 in companion animal practice. Simmons & Associates calls salability fragile for rural practices, large-animal and mixed-animal practices and those grossing under $700,000; fragile is not unsellable, and the firm describes mergers and associate buy-ins as exits for them. Start earlier than a small animal owner would.
- Equine buyers. Equine practice consultant Amy Grice, VMD, MBA, wrote in EquiManagement in January 2026 that selling to an associate is still the most common exit for small equine practices and that most large equine referral practices are now owned by global corporations. She wrote that a retiring solo practitioner selling a client list usually receives a declining share of the buyer's revenue from those clients over three years, for example 15%, 10% and 5% of the seller's average EBITDA; her percentages are an example, and negotiable.
- Client loyalty and a successor. At the 2022 AAEP Convention, Dr. Andrew Clark listed client loyalty to the owner rather than the practice, no identified successor veterinarian, poor financial policies with high receivables, and weak inventory management as risks that lower an equine practice's value to corporate buyers. At another AAEP convention session, consultant Mike Pownall, DVM, MBA, said one- and two-doctor equine practices carry more risk and lower value.
- Haul-in facilities. Grice wrote in November 2025 that facility and equipment costs typically run 6% to 8% of revenue for ambulatory equine practices and 9% to 11% for practices with haul-in facilities, so a haul-in facility has to be used regularly to pay for itself. Expect a buyer to ask how often yours is used.
- Ambulatory work. In our reading of the transport rule in step 7, a registered veterinarian can make farm and barn calls in a state where they are licensed without a separate DEA registration for each site. Florida exempts practitioners who serve only agricultural animals, and house-call practitioners without an establishment, from its premises permit. Trucks and vehicle-mounted units generally go into Class V on Form 8594 with the rest of the equipment.
- Food animal records. A veterinary feed directive must be issued within a VCPR, and the veterinarian, the distributor and the client each keep a copy for two years. In our view, a buyer of a food animal practice will want to see those records and how the VCPRs behind them are documented.
- Receivables. If you bill farm and stable clients on account, settle who collects pre-closing balances in the letter of intent (step 9).
- Rural financing. For 7(a) loans approved from October 1, 2026 through September 30, 2027, SBA charges no upfront guaranty fee on loans of $700,000 or less to businesses in a rural area, which SBA defines as a county the Census Bureau counts as at least 30% rural.
How long does it take to sell a veterinary practice?
Plan in months for a sale to a corporate group, and possibly years to find an outside veterinarian for a one- or two-doctor practice. The figures below are two buyers describing their own process and one trade magazine's report, not industry averages.
How long a veterinary practice sale takes, by measure
| Measure | Time | Source |
|---|---|---|
| Corporate sale, start to close | At least 6 to 8 months | AmeriVet |
| Letter of intent to closing | 3 to 4 months | AmeriVet |
| Valuation, once it has your data | 30 to 45 days | Mission Pet Health |
| Closing, once you choose it | 90 to 120 days | Mission Pet Health |
| Finding an outside veterinarian buyer | Can take years | AAHA Trends |
Add time for anything that waits on a regulator: the buyer's own DEA registration, a premises permit (Arizona allows its board 90 days for an initial license), North Carolina's 20 business days' notice and inspection, and Ohio's 30‑day X‑ray application (steps 7 and 9). If you plan to sell to an associate with an SBA loan, the 24‑month employment test for an Existing Owner Buyout sets the earliest date for a recent hire.
Sources
All sources accessed October 27, 2026.
- U.S. Small Business Administration, SOP 50 10 8.1, Lender and Development Company Loan Programs with Technical Policy Updates, September 25, 2026
- Today's Veterinary Business, Legal Lingo: Navigating a Corporate Takeover, May 21, 2024
- Simmons & Associates, Unraveling the Mystery of Practice Appraisals, Published March 19, 2024
- Office of the Federal Register / National Archives, 21 CFR 1301.52 Termination of registration; transfer of registration; distribution upon discontinuance of business, eCFR current as of October 23, 2026
- California Veterinary Medical Board, California Veterinary Medicine Practice Act, 2026 Edition: Bus. & Prof. Code § 4853(f)
- Ohio Legislative Service Commission, Ohio Adm.Code 3701:1‑38‑03 Application and renewal of registrations for handlers of radiation-generating equipment, Rule effective January 20, 2022
- AmeriVet, Everything You Need To Know About Companies That Buy Veterinary Practices, November 20, 2025
- American Animal Hospital Association, Practice Ownership Exit (and Entry) Strategies (AAHA Trends magazine), July 1, 2024
- VCA Inc., VCA Inc. Form 10-K for fiscal year 2016 (Note 4, Acquisitions; Commitments, Earn-out Payments), February 28, 2017
- Simmons & Associates, Four Methods to Sell Your Veterinary Practice, Published June 27, 2024
- Mandelbaum Barrett PC, Peter Tanella, Mandelbaum Barrett PC: presentation slides ('Current Trends in the Market – 2024'), hosted by GeniusVets
- American Veterinary Medical Association, 2022 AVMA Report on the Economic State of the Veterinary Profession, October 2022
- American Veterinary Medical Association, Women practice owners projected to overtake men within a decade (JAVMA News), December 3, 2020
- Mars Veterinary Health, Stronger together: Introducing our family of veterinary practices
- National Veterinary Associates, Home
- Morgan Stanley Investment Management, TSG Consumer Partners Acquires Pathway Vet Alliance from Morgan Stanley Capital Partners, April 3, 2020
- Gryphon Investors, Gryphon Investors Invests in Heartland Veterinary Partners, December 12, 2019
- Ontario Teachers' Pension Plan, KKR To Acquire PetVet Care Centers, December 27, 2017
- Simmons & Associates, Veterinary Practice Financial Fitness, Published February 20, 2024
- dvm360, Is your veterinary client retention a sad country song? October 30, 2015
- American Veterinary Medical Association, Benchmarking data plus elevating efficiency equals practice productivity, October 15, 2025
- Simmons & Associates, How to Buy a Veterinary Practice, Published October 18, 2021
- Mission Pet Health, Partner With Us (Partnerships page)
- Today's Veterinary Business, Legal Lingo, December 1, 2023
- Inspire Veterinary Partners, Inspire Veterinary Partners, Inc. Form 10-K for fiscal year 2023 (MD&A and business acquisitions note), April 2024
- Federal Trade Commission, Noncompete Rule (rule summary page)
- Federal Trade Commission, Revision of the Negative Option Rule, Withdrawal of the CARS Rule, Removal of the Non-Compete Rule To Conform These Rules to Federal Court Decisions (FR Doc. 2026‑02866), February 12, 2026
- Federal Trade Commission, FTC Takes Action to Protect Workers from Noncompete Agreements, September 4, 2025
- Maryland General Assembly, Maryland Code, Labor and Employment section 3‑716, Veterinary provisions added by 2024 Md. Laws Ch. 378 (HB 1388), effective June 1, 2024
- Utah State Legislature, S.B. 111 Veterinary Post-employment Amendments, Enrolled Copy (2026 General Session)
- California Legislative Counsel, California Business and Professions Code section 16600, amended by Stats. 2023, Ch. 828 (AB 1076), effective January 1, 2024
- California Legislative Counsel, California Business and Professions Code section 16601, amended by Stats. 2006, Ch. 495, effective January 1, 2007
- Minnesota Office of the Revisor of Statutes, Minnesota Statutes section 181.988, Enacted 2023 c 53 art 6 s 1
- California Court of Appeal, VCA Animal Hospitals, Inc. v. Hampel, No. D081424 (Cal. Ct. App., 4th Dist., Div. 1, filed Dec. 22, 2023), December 22, 2023
- U.S. Federal Trade Commission, FTC Acts to Protect Pet Owners from Private Equity Firm’s Anticompetitive Acquisition of Veterinary Services Clinics, June 13, 2022
- U.S. Federal Trade Commission, FTC Takes Second Action Against JAB Consumer Partners to Protect Pet Owners from Private Equity Firm’s Rollup of Veterinary Services Clinics, June 29, 2022
- U.S. Federal Trade Commission, JAB Consumer Partners/Ethos Veterinary Health; Analysis of Agreement Containing Consent Orders To Aid Public Comment (87 FR, Aug. 5, 2022), August 5, 2022
- New York State Department of Health, Public Health Law Article 45-A, Material Transactions Frequently Asked Questions, revised March 2025
- Washington State Legislature, Revised Code of Washington chapter 19.390 (Health care entities: notice of material change), sections 19.390.020 and 19.390.030, Definitions last amended 2026 c 222 s 1
- Oregon State Legislature, Oregon Revised Statutes chapter 415, section 415.500 (2025 edition)
- California Legislative Counsel, California Health and Safety Code section 127500.2 (Health Care Affordability definitions), amended by Stats. 2025, Ch. 641 (AB 1415), effective January 1, 2026
- U.S. Small Business Administration, 7(a) & 504 FOIA (file FOIA_7a_FY2020_Present_asof_260630.csv), Data as of June 30, 2026
- U.S. Small Business Administration, SBA Information Notice 5000‑880695, Issuance of SOP 50 10 8.1, August 14, 2026
- U.S. Small Business Administration, Table of Small Business Size Standards Matched to North American Industry Classification System Codes (effective March 17, 2023)
- Office of the Federal Register / National Archives, 21 CFR 1301.13(a) Application for registration; time for application; expiration date; registration for independent activities; application forms, fees, contents and signatures; coincident activities, eCFR current as of October 23, 2026
- Arizona State Legislature, Arizona Revised Statutes § 32‑2272, Veterinary premises license; application; nontransferability, current as posted at access
- Texas Legislative Council, Texas Occupations Code § 801.506, Prohibited practices relating to certain entities, current text as of access
- New York State Education Department, New York Education Law § 6706, Corporate practice (Article 135), current as posted at access
- The Florida Senate, 2025 Florida Statutes § 474.215(8), Premises permits
- Office of the Federal Register / National Archives, 21 CFR 1305.03 Distributions requiring a Form 222 or a digitally signed electronic order, eCFR current as of October 23, 2026
- Office of the Federal Register / National Archives, 21 CFR 1304.11(e)(6) Inventories of dispensers and researchers, eCFR current as of October 23, 2026
- Office of the Federal Register / National Archives, 21 CFR 1304.04(a) Maintenance of records and inventories, eCFR current as of October 23, 2026
- Office of the Federal Register / National Archives, 21 CFR 1301.12 Separate registrations for separate locations, eCFR current as of October 23, 2026
- Indiana Professional Licensing Agency / Indiana Board of Veterinary Medical Examiners, Controlled Substance Registration (Indiana Professional Licensing Agency), page metadata modified June 12, 2026
- North Carolina Office of Administrative Hearings, 21 NCAC 66 .0902(h) (Veterinary Facility Permits) and 21 NCAC 66 .0207(b) (minimum facility standards), Rule .0902 effective June 17, 2024, amended effective October 1, 2024
- Missouri Secretary of State, 20 CSR 2270‑5.011(7), Permit Applications, Code update dated 1/30/20
- Ohio Legislative Service Commission, Ohio Admin. Code 4741‑2-02, Notification requirement of the veterinary business facility (see also R.C. 4741.28(J)), effective November 15, 2007
- Virginia General Assembly, 18VAC150‑20‑181(B)‑(C), Requirements for veterinarian-in-charge (see also 18VAC150‑20‑180), current as posted at access
- Pennsylvania Code & Bulletin, 25 Pa. Code § 216.2 Registration of radiation-producing machines, last amended October 26, 2018, effective January 24, 2019
- Texas Department of State Health Services, Regulatory Guide 8.2: Guidelines for Issuing Certificates of Registration Due to a Change in Name and/or Ownership, revised 09/30/2009
- Minnesota Department of Health, X-ray Registrant Change of Ownership, 4/21/2022
- Ohio Legislative Service Commission, Ohio Adm.Code 4741‑1-21 Recordkeeping, Rule effective April 14, 2022
- Pennsylvania Code & Bulletin, 49 Pa. Code § 31.22 Recordkeeping, adopted May 20, 1994
- Kentucky General Assembly, KRS 321.187 Medical recordkeeping -- Access to records, effective June 27, 2025
- The Florida Legislature, Fla. Stat. § 474.2165 Ownership and control of veterinary medical patient records; report or copies of records to be furnished, 2026 Florida Statutes
- U.S. Food and Drug Administration, 21 CFR 530.3(i), Definitions (extralabel drug use in animals), current eCFR text as of October 27, 2026
- Kentucky General Assembly, KRS 321.185 Veterinarian-client-patient relationship, effective July 1, 2024
- American Animal Hospital Association, Staff Retention: Stay, Please (Trends magazine), January 2024
- American Veterinary Medical Association, Economic State of the Veterinary Profession 2025 (p. 39), January 2025
- Simmons & Associates, How can the “perfect” veterinary practice have little to no value? April 26, 2024
- Gryphon Investors / Heartland Veterinary Partners, Gryphon-Backed Heartland Veterinary Partners Acquires Family Vet Group, July 25, 2022
- Internal Revenue Service, Instructions for Form 8594 (Rev. November 2021), revised 11/2021
- Today's Veterinary Business, 8 Mistakes You'll Regret (Legal Lingo column), June 1, 2021
- Internal Revenue Service, Sale of a business, February 10, 2026
- Internal Revenue Service, Publication 544 (2025), Sales and Other Dispositions of Assets, 2025 edition
- Internal Revenue Service, Publication 537 (2025), Installment Sales, 2025 edition
- U.S. Court of Appeals for the Ninth Circuit, Howard v. United States, No. 10‑35768 (9th Cir. Aug. 29, 2011) (memorandum), August 29, 2011
- U.S. Tax Court, Martin Ice Cream Co. v. Comm'r, 110 T.C. 189 (T.C. 1998)
- American Veterinary Medical Association, U.S. veterinarian numbers (chart: U.S. veterinarians 2025), January 2026
- EquiManagement, Business Briefs: Creating a Succession Plan for Your Equine Practice, January 14, 2026
- EquiManagement, AAEP Business Coverage: Selling Your Equine Practice to a Corporate Entity, February 17, 2023
- EquiManagement, From AAEP Convention 2021: Understanding Corporate Acquisition of Equine Practices, January 28, 2022
- EquiManagement, Business Briefs: Should You Build a Haul-in Facility? November 18, 2025
- U.S. Food and Drug Administration, 21 CFR 558.6, Veterinary feed directive drugs, current eCFR text as of October 27, 2026
- U.S. Small Business Administration, SBA Information Notice 5000‑881797, 7(a) Fees Effective October 1, 2026 for Fiscal Year 2027 and 90-Day Rule Clarification, September 3, 2026
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